Toppoint Holdings Inc.

Previous wording

We are a truckload services and solutions provider focused on the recycling export supply chain. We have become a key player in the New Jersey and Pennsylvania regional trucking market for waste paper, evidenced by our significant market share where we accounted for approximately 34% of the waste paper export drayage volumes through New Jersey’s ports and approximately 30% through Philadelphia’s ports, according to data sourced from IHS Markit. In addition to waste paper, our portfolio also includes the shipment of scrap metal and wooden logs from large waste companies, recycling centers and commodity traders to the ports of Newark, NJ, and Philadelphia, PA. We have expanded our footprints domestically and internationally, venturing into the recycling export transport markets of Tampa, Jacksonville and Miami, FL, and Baltimore, MD in 2023, and Ensenada, Mexico in 2024. We intend to explore the international markets in Canada, the United Kingdom and Australia in the near future.

Current wording

We are a truckload services and solutions provider focused on the recycling export supply chain. We have become a key player in the New Jersey and Pennsylvania regional trucking market for waste paper. In addition to waste paper, our portfolio also includes the shipment of scrap metal and wooden logs from large waste companies, recycling centers and commodity traders to the ports of Newark, NJ, and Philadelphia, PA. Additionally, we are rapidly expanding in the import vertical of drayage trucking as a final mile provider. This strategic expansion allows for double usage of each container—handling inbound freight via import orders and reusing containers for outbound freight via export orders—thereby generating revenue in both directions per move without requiring doubling our fleet. To support this strategy, we have upgraded our chassis, purchasing brand new adjustable 20’/40’ models to add versatility to handle any standard-size container without requiring a swap.

Previous wording

Our revenues consisted of the following during the three months ended March 31, 2025, and 2024:

Current wording

Our revenue consisted of the following during the three months ended June 30, 2025, and 2024:

Previous wording

Costs of revenues Our cost of revenue includes all directly related costs to deliver our services, which includes independent contractor drivers, insurance, truck maintenance costs, equipment rental and other directly related costs. Our costs of revenue for the three months ended March 31, 2025 and 2024 was $3,313,567 and $3,254,946, respectively, representing an increase of 2%. Such increase was in line with our increased revenue.

Current wording

Costs of revenue Our cost of revenue includes all directly related costs to deliver our services, which includes independent contractor drivers, insurance, truck maintenance costs, equipment rental and other directly related costs. Our costs of revenue for the three months ended June 30, 2025 and 2024 was $3,513,680 and $3,844,400, respectively, representing a decrease of 9%. Such decrease was in line with our decreased revenue.

Previous wording

Gross profit As a result of the foregoing, our gross profit increased by $19,093 to $498,043 for the three months ended March 31, 2025 from $478,950 for the three months ended March 31, 2024. As a percentage of revenue, gross profit remained consistent from 13% for the three months ended March 31, 2025, as compared to 13% for the three months ended March 31, 2024.

Current wording

Gross profit As a result of the foregoing, our gross profit decreased by $397,743 or 47% to $455,244 for the three months ended June 30, 2025 from $852,987 for the three months ended June 30, 2024. As a percentage of revenue, gross profit decreased to 11% for the three months ended June 30, 2025, as compared to 18% for the three months ended June 30, 2024.

Previous wording

Income tax expenseWe recorded a provision for income taxes of $93,660 for the three months ended March 31, 2025, as compared to $35,436 for the three months ended March 31, 2024, an increase of $58,224 or 164%. The increase in the income tax expense mainly resulted from a payment due on our prior year tax returns.

Current wording

We recorded a provision for income benefits of $(108,819) for the three months ended June 30, 2025, as compared to $60,608 for the three months ended June 30, 2024, a decrease of $(169,427) or 280%. The decrease in the income tax expense mainly resulted from a net loss for the three months ended June 30, 2025.

Previous wording

General and administrative Our general and administrative expenses consist primarily of automobile, office, insurance, payroll and rent expenses. Our general and administrative expenses increased by $574,105 or 173% to $905,160 for the three months ended March 31, 2025 from $331,055 for the three months ended March 31, 2024. This change primarily results from an increase in professional fees from going public, travel expenses related due to business development and depreciation expense.

Current wording

General and administrative expenses Our general and administrative expenses consist primarily of automobile, office, insurance, payroll and rent expenses. Our general and administrative expenses increased by $1,971,573 or 202% to $2,949,517 for the six months ended June 30, 2025 from $977,944 for the six months ended June 30, 2024. This change primarily results from an increase in professional fees from going public, travel expenses related to business development and depreciation expense, as well as the recognition of stock-based compensation in the amount of $985,550.

Previous wording

Net (loss) income for the three months ended March 31, 2025 and 2024 was $(528,475) and $111,090, respectively. The change of net income was due to the increase in general and administrative expenses.

Current wording

Net (loss) income for the six months ended June 30, 2025 and 2024 was $(2,059,997) and $255,212, respectively. The change of net income was primarily due to the increase in general and administrative expenses.

Previous wording

We define NLC as the total number of loads delivered during a period. As our fleet exclusively offers full truckload shipping, tracking NLC is straightforward. We recognize a completed load when our dispatch team receives the receipt paperwork from the driver at the port or other destination. We simultaneously notify the client of the delivery. We use our proprietary analytics system to record NLC. As we ship both 40-foot and 20-foot shipping containers, the total tonnage transported represents the sum of the weight of the loads included in NLC for the period presented, based on an average weight of 28 tons per load. The average weight of 28 tons per load is an estimate made by the management based on historical data.

Current wording

We define NLC as the total number of loads delivered during a period. As our fleet exclusively offers full truckload shipping, tracking NLC is straightforward. We recognize a completed load when our dispatch team receives the receipt paperwork from the driver at the port or other destination. We simultaneously notify the client of the delivery. We use our proprietary analytics system to record NLC.

Previous wording

The NLC information, including the related estimated total tonnage, has been prepared by, and is the responsibility of, the Company’s management. Such information has not been audited, reviewed, examined, compiled or applied agreed-upon procedures by our auditor.

Current wording

The NLC information has been prepared by, and is the responsibility of, the Company’s management. Such information has not been audited, reviewed, examined, compiled or applied agreed-upon procedures by our auditor.

Previous wording

The table below shows both the total NLCs and a breakdown of NLCs by commodity type during the three months ended March 31, 2025 and 2024. Our revenue generation directly corresponds to NLC but is also impacted by the rates charged to customers.

Current wording

The table below shows both the total NLCs and a breakdown of NLCs by commodity type during the six months ended June 30, 2025 and 2024. Our revenue generation directly corresponds to NLC but is also impacted by the rates charged to customers.

Previous wording

For the three months ended March 31, 2025, the NLC for Waste Paper declined by 165, or 4.0%, to 3,929, from 4,094 for the three months ended March 31, 2024. The decrease was primarily attributed to an industry-wide decrease in scrap paper export volume.

Current wording

For the six months ended June 30, 2025, the NLC for Waste Paper declined by 1,277, or 15.6%, to 6,915, from 8,192 for the six months ended June 30, 2024. The decrease was primarily attributed to an industry-wide decrease in scrap paper export volume with domestic demand still rising from US paper mills.

Previous wording

For the three months ended March 31, 2025, the NLC for Waste Metal increased by 18 or 8.0%, to 244, from 226 for the three months ended March 31, 2024. The increase was due to consistent orders from metal clients acquired in 2024 in the waste metal space.

Current wording

For the six months ended June 30, 2025, the NLC for Waste Metal increased by 234 or 40.7%, to 809, from 575 for the six months ended June 30, 2024. The increase was due to consistent orders from metal clients acquired in 2024 in the waste metal space and domestic aluminum mills being full prompting an increase in the export of non-ferrous metals.

Previous wording

For the three months ended March 31, 2025, the NLC for Forestry decreased by 6, or 8.1%, to 68, from 74 for the three months ended March 31, 2024. The decrease primarily reflected limitations on the volume of trees deforested for logging in the New York state we service.

Current wording

For the six months ended June 30, 2025, the NLC for Forestry increased by 38, or 24.8%, to 191, from 153 for the six months ended June 30, 2024. The increase primarily reflected a push by log exported to beat limitations on the volume of trees deforested for logging in the New York state we service and a suspension of production on US lumber by China in March of 2025 that was rerouted to Vietnam at a higher demand.

Previous wording

For the three months ended March 31, 2025, the NLC for Import increased by 316, or 37.3%, to 1,164, from 848 for the three months ended March 31, 2024. The increase was due to an increase of consistent work from new import customers.

Current wording

For the six months ended June 30, 2025, the NLC for Import increased by 423, or 18.0%, to 2,775, from 2,352 for the six months ended June 30, 2024. The increase was due to an increased consistent work from new import customers and a surge in ship volume to the ports the Company services in an effort for importers to beat tariffs. The Company continues to grow it’s import customer strategy.

Previous wording

For the three months ended March 31, 2025, the NLC for Plastic decreased by 41, or 34.8%, to 77, from 118 for the three months ended March 31, 2024. The decrease was due to industry-wide decreases in exports for plastics.

Current wording

For the six months ended June 30, 2025, the NLC for Plastic decreased by 99, or 40.4%, to 146, from 245 for the six months ended June 30, 2024. The decrease was due to industry-wide decreases in exports for plastics.

Previous wording

As of March 31, 2025 and December 31, 2024, we had cash of $1,739,834 and $557,619, respectively. To date, we have financed our operations primarily through revenue generated from operations as well as our proceeds received from our IPO in January 2025.

Current wording

As of June 30, 2025 and December 31, 2024, we had cash of $1,487,357 and $557,619, respectively. To date, we have financed our operations primarily through revenue generated from operations as well as our proceeds received from our IPO in January 2025.

Previous wording

During the three months ended March 31, 2025, we had a net loss of $528,475 and net cash used in operations of $884,444, which resulted primarily from an increase in professional fees resulting from our IPO, as well as increased income tax expense from prior years liabilities. We believe that our current levels of cash will be sufficient to meet our anticipated cash needs for our operations for at least the next 12 months, including our anticipated costs associated with becoming a public reporting company. We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional loans. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Current wording

During the six months ended June 30, 2025, we had a net loss of $2,059,997 and net cash used in operations of $1,139,576, which resulted primarily from an increase in professional fees resulting from our IPO, stock-based compensation expense, as well as increased current income tax expense from prior years liabilities. We believe that our current levels of cash will be sufficient to meet our anticipated cash needs for our operations for at least the next 12 months, including our anticipated costs associated with becoming a public reporting company. We may, however, in the future require additional cash resources due to changing business conditions, implementation of our strategy to expand our business, or other investments or acquisitions we may decide to pursue. If our own financial resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain additional loans. The sale of additional equity securities could result in dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financial covenants that would restrict our operations. Financing may not be available in amounts or on terms acceptable to us, if at all. Any failure by us to raise additional funds on terms favorable to us, or at all, could limit our ability to expand our business operations and could harm our overall business prospects.

Previous wording

The following table provides detailed information about our net cash flow for the fiscal years ended March 31, 2025 and 2024:

Current wording

The following table provides detailed information about our net cash flow for the six months ended June 30, 2025 and 2024:

Previous wording

Operating activities used net cash of $884,443 during the three months ended March 31, 2025, and provided $15,689 during the three months ended March 31, 2024. Cash provided by operating activities decreased by approximately $900,133 primarily due to a decrease in net income of $639,565, increase in amortization of ROU of $12,757, increase in depreciation of $83,308, increase in amortization of $45,149, deferred taxes of $78,289, and an overall decrease of $323,493 from the change in operating assets and liabilities, for the three months ended March 31, 2025 in comparison of the three months ended March 31, 2024.

Current wording

Operating activities used net cash of $1,139,576 during the six months ended June 30, 2025, and used $176,876 during the six months ended June 30, 2024. Cash used in operating activities increased by approximately $962,700 primarily due to a in net loss of $2,059,997, increase in amortization of ROU of $35,956, increase in depreciation of $200,798, stock-based compensation of $985,550, increase in amortization of $134,436, deferred taxes of $243,244, and an overall decrease of $239,012 from the change in operating assets and liabilities, for the six months ended June 30, 2025 in comparison of the six months ended June 30, 2024.

Previous wording

Investing activities used net cash of $6,392,574 during the three months ended March 31, 2025, and $22,918 during the three months ended March 31, 2024. Cash used in investing activities increased by $6,369,656 from the corresponding period of the prior year. The March 31, 2025, amount is due to $692,574 from the purchases of property and equipment and $5,700,000 from the issuance of notes receivable. The March 31, 2024 amount is due to $22,918 from advances to stockholder.

Current wording

Investing activities used net cash of $6,712,944 during the six months ended June 30, 2025, and ($118,777) during the six months ended June 30, 2024. Cash used in investing activities increased by $6,594,167 from the corresponding period of the prior year. The change is mainly due to $1,012,944 from the purchases of property and equipment and $5,700,000 from the issuance of notes receivable.

Previous wording

Financing activities provided net cash of $8,459,232 during the three months ended March 31, 2025, and used $211,176 during the three months ended March 31, 2024. Cash used in financing activities increased by $8,670,506. The March 31, 2025, amount is due to $8,459,232 received from the issuance of common stock. The March 31, 2024 amount is due to $211,176 paid for deferred offering costs.

Current wording

Financing activities provided net cash of $8,782,257 during the six months ended June 30, 2025, and used $137,218 during the six months ended June 30, 2024. Cash from financing activities increased by $8,919,475. The change is primally due to $8,459,232 received from the issuance of common stock and $328,500 from proceeds of loans payable and net off repayments of $5,457. The June 30, 2024 amount is due to $137,218 paid for deferred offering costs.

Previous wording

Accounts receivable represent revenue earned for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company adopt the current expected credit loss model (“CECL model”) to estimate the expected credit losses, which is determined by multiplying the probability of default. The Company estimates the allowance for credit loss based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. At March 31, 2025, and December 31, 2024, the Company recorded an allowance for credit losses accounts in the amount of $123,371. The balance of accounts receivable, net as of March 31, 2025 and December 31, 2024 amounted to $1,165,535 and $1,203,001, respectively.

Current wording

Accounts receivable represent revenue earned for which the Company has not yet received payment. Accounts receivable are recorded at the invoiced amount and adjusted for amounts management expects to collect from balances outstanding at period-end. The Company adopt the current expected credit loss model (“CECL model”) to estimate the expected credit losses, which is determined by multiplying the probability of default. The Company estimates the allowance for credit loss based on an analysis of specific accounts and an assessment of the customer’s ability to pay, among other factors. At June 30, 2025, and December 31, 2024, the Company recorded an allowance for credit losses accounts in the amount of $123,371. The balance of accounts receivable, net as of June 30, 2025 and December 31, 2024 amounted to $1,048,533 and $1,203,001, respectively.

Previous wording

The Company evaluates uncertain income tax positions taken or expected to be taken in a tax return for recognition in its consolidated financial statements. The Company was not required to recognize any amounts from uncertain tax positions for the three months ended March 31, 2025 and 2024. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof, as well as other factors. Generally, federal, state and local authorities may examine the Company’s tax returns for three years from the date of filing.

Current wording

The Company evaluates uncertain income tax positions taken or expected to be taken in a tax return for recognition in its consolidated financial statements. The Company was not required to recognize any amounts from uncertain tax positions for the six months ended June 30, 2025 and 2024. The Company’s conclusions regarding uncertain tax positions may be subject to review and adjustment at a later date based upon ongoing analyses of tax laws, regulations and interpretations thereof, as well as other factors. Generally, federal, state and local authorities may examine the Company’s tax returns for three years from the date of filing.